Station Stockholders Approve Merger
AUGUST 14, 2007. Station Casinos, Inc. (NYSE: STN; "Station" or the "Company") today announced that, at a special meeting held yesterday, its stockholders approved the merger and merger agreement entered into among Station, Fertitta Colony Partners LLC, a Nevada limited liability company ("Parent"), and FCP Acquisition Sub, a Nevada corporation and a wholly-owned subsidiary of Parent ("Merger Sub"). Following the consummation of the merger, the issued and outstanding shares of non-voting common stock of Station will be owned by affiliates of Frank J. Fertitta III, Chairman and Chief Executive Officer of Station, Lorenzo J. Fertitta, Vice Chairman and President of Station, Blake L. Sartini and Delise F. Sartini (collectively, the "Rollover Stockholders") and affiliates of Colony Capital LLC. Based upon the preliminary tally of shares voted, approximately 79% of total shares of Station common stock outstanding and approximately 72% of the outstanding shares of Station common stock (other than shares of Station common stock held by Parent, Merger Sub, the Rollover Stockholders or any of their respective affiliates) voted in favor of the transaction. Subject to satisfaction of all regulatory approvals and other customary closing conditions, Station expects the transaction to be completed as early as late September or in the fourth quarter of 2007.
Under the terms of the merger agreement, holders of Station common stock (other than shares of Station common stock owned by Parent, Merger Sub, FCP Holding, Inc., a Nevada corporation and a wholly-owned subsidiary of Parent ("FCP HoldCo"), Fertitta Partners LLC or any wholly-owned subsidiary of Station or shares of Station common stock held in treasury) will receive $90.00 in cash for each outstanding share of Station common stock.